CVNA Insider Sale: Ernest C. Garcia III Disposes 921,926 Class A Shares

Rhea-AI Filing Summary

Ernest C. Garcia III, who serves as Carvana Co.'s Chief Executive Officer and a director and is identified as a 10% owner, reported multiple sales of Class A common stock under a Rule 10b5-1 trading plan adopted December 13, 2024. The transactions were executed on 09/12/2025 in multiple trades at varying prices; the filing discloses volume-weighted average sale prices for grouped trades ranging roughly from $360.52 to $370.00. The Form 4 shows an aggregate disposition of 921,926 shares. Shares sold were held directly by two trusts for which Garcia is Investment Trustee and Co-Administrative Trustee: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. The Form is signed by Paul Breaux by power of attorney on behalf of Garcia.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating preauthorization and compliance with insider trading procedures
• Detailed pricing disclosure with volume-weighted average prices and willingness to provide per-trade quantities supports transparency
• Identification of trusts and trustee roles clarifies the form of indirect beneficial ownership

Negative

• Large aggregate disposition of 921,926 shares by the CEO and 10% owner is material in size
• Multiple substantial sales on a single date may be perceived negatively by some investors despite 10b5-1 protection

Insights

Securities/Corporate Governance Analyst

TL;DR: Large, preplanned insider sales executed under a 10b5-1 plan; procedural compliance reduces governance concerns but the volume is material.

The reported 921,926 share disposition by the CEO/10% owner was carried out pursuant to a Rule 10b5-1 plan adopted in December 2024, which indicates the sales were pre-authorized and intended to provide an affirmative defense under insider trading rules. The filing provides volume-weighted average prices across multiple trade groups from roughly $360.52 up to $370.00, and identifies two trusts as the direct holders where Garcia serves as trustee. From a governance perspective, use of a 10b5-1 plan is a standard compliance mechanism; however, the size of the sales is large enough to be considered material relative to typical insider transactions and could affect market perception. The disclosure is detailed on pricing bands and offers to provide per-trade quantities upon request, which supports transparency.

Equity Research Analyst

TL;DR: Significant insider selling by a key executive recorded; sale mechanics transparent but reduces insider ownership exposure.

The Form 4 documents repeated sales on a single date using multiple price bands with reported volume-weighted averages, demonstrating transactional granularity. The reporting person remains associated with two trusts that hold the shares, and the form lists post-transaction beneficial ownership figures for each trust line item. Because the trades are under a 10b5-1 plan, they are less likely to reflect contemporaneous private information, yet the absolute share count (921,926) is notable and may modestly reduce the reporting person’s aggregate economic exposure. No derivative holdings or other compensatory transactions are reported on this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. III

(Last) (First) (Middle)

C/O CARVANA CO.

300 E. RIO SALADO PARKWAY

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/12/2025		S		523(1)	D	$361.15(2)	442,887	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		523(1)	D	$361.15(2)	542,887	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		661(1)	D	$361.85(5)	442,226	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		661(1)	D	$361.85(5)	542,226	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		134(1)	D	$363.01(6)	442,092	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		134(1)	D	$363.01(6)	542,092	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		118(1)	D	$364.28(7)	441,974	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		117(1)	D	$364.57(8)	541,975	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		103(1)	D	$365.19(9)	441,871	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		104(1)	D	$365.51(10)	541,871	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		173(1)	D	$366.51(11)	441,698	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		173(1)	D	$366.51(11)	541,698	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		138(1)	D	$367.32(12)	441,560	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		137(1)	D	$367.67(13)	541,561	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		33(1)	D	$368.24(14)	441,527	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		34(1)	D	$368.9(15)	541,527	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/12/2025		S		87(1)	D	$369.53(16)	441,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		87(1)	D	$369.53(16)	541,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock								921,926	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

2. This transaction was executed in multiple trades at prices ranging from $360.52 to $361.51 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

3. These shares of Class A Common Stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust.

4. These shares of Class A Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Multi-Generational Trust.

5. This transaction was executed in multiple trades at prices ranging from $361.53 to $362.52 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

6. This transaction was executed in multiple trades at prices ranging from $362.54 to $363.50 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

7. This transaction was executed in multiple trades at prices ranging from $363.79 to $364.44, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

8. This transaction was executed in multiple trades at prices ranging from $364.44 to $364.67, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

9. This transaction was executed in multiple trades at prices ranging from $364.80 to $365.34, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

10. This transaction was executed in multiple trades at prices ranging from $365.34 to $365.79, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

11. This transaction was executed in multiple trades at prices ranging from $365.87 to $366.81, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

12. This transaction was executed in multiple trades at prices ranging from $366.99 to $367.58, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

13. This transaction was executed in multiple trades at prices ranging from $367.58 to $367.91, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

14. This transaction was executed in multiple trades at prices ranging from $368.13 to $368.68, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

15. This transaction was executed in multiple trades at prices ranging from $368.68 to $369.00, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

16. This transaction was executed in multiple trades at prices ranging from $369.22 to $370.00, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did the Form 4 filed for CARVANA CO. (CVNA) on 09/15/2025 disclose?

The filing reported multiple Class A common stock sales by Ernest C. Garcia III executed on 09/12/2025, totaling 921,926 shares and transacted at volume-weighted average prices ranging roughly from $360.52 to $370.00.

Were the insider sales by CVNA's CEO part of a 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

Which entities held the shares sold according to the Form 4 for CVNA?

The shares were held directly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which Garcia is Investment Trustee and Co-Administrative Trustee.

Does the Form 4 show any derivative transactions for CVNA?

No. Table II (derivative securities) contains no reported derivative acquisitions or dispositions on this Form 4.

Who signed the Form 4 on behalf of Ernest C. Garcia III?

The Form 4 was signed by Paul Breaux by power of attorney for Ernest C. Garcia III on 09/15/2025.